The Ultimate Mare
by omeganaruto
Summary: Friendship is Magic/ Ultraman crossover  Darkness comes again to Esquestria. This time a hero from another galaxy helps. Who is it that becomes this Ultraman Kizuna.
1. Chapter 1

The Ultimate Mare chapter 1.

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><p>"What do you mean by that?"<p>

"Its exactly what it means!"

"But I'm the Strongest on this planet! Second only to you, Zero!"

"No! You are the weakest amongst us!"

"The Weakest! I'll SHOW YOU THE WEAKEST!"

"Bring it! Kizuna!"

The two heroes of light began to clash with one another.

* * *

><p>Intro song: Take Me Higher *English version*<p>

The small little unicorn let out the largest yawn. Looking about the room the purple little filly started to smack her lips, the sun's rays began to flood through the window of her tree home. She looked over and saw that her little protégé was still sound asleep, bundled in his blanket. It was okay with her, after the long night they had, he deserved it.

It started a week ago. While during her magical routine, the Princess of the moon, Luna, discovered oddities with the stars as she made her way across the sky.

Upon hearing about this Princess Celestia was dumbfounded. Never once in her life time, and being near immortal at that, had she heard of such things about the other "suns". According to her younger sister the stars in the sky began moving around, many of them coming closer to one another. Like scared animals. The eldest sister began research on the very matter at hand.

Being the Sun Princess' faithful student, letting her know of the situation and allowing her to assist in the research was such an easy task. Over the past few days Twilight Sparkle had spent the most of her time in trying to help her teacher into figuring what is going on with the stars. She was even allowed access to the royal archives.

Poor Spike, each and every night the baby dragon stood up with her to try and aid her. Though she would always find the small creature asleep within the first few hours, she was happy that he would try his hardest. She smiled, her eyes followed the shadow on the ground to the window.

"Oh no! Its already noon!" Seeing the Princess' sun so high up, she realized that the library should of already been open. Twilight had no more time to lounge around, she quickly hopped out of her bed. She hoofed it down the stairs, mess and all. She was shocked at what she found, as she made it to the open doors.

"Please, do be careful!" A white coated pony lead one of the ponies out of the store, apparently one of the customers. "Also do not forget, to have it back by the due date!" The white unicorn smiled, the earth pony nodded as he left the tree with the book. The female unicorn turned as her magic shut the door, her eyes caught a glimpse of the purple pony. The purple haired unicorn gave a warm smile.

"Good morning, Twilight Sparkle!" The diamond marked pony greeted as she started gracefully walking toward her friend.

"Oh! Um, good morning Rarity!" The purple unicorn finally said, realizing the surprising visitor in her tree house. "Not to sound rude, or anything, but what are you doing here?" She asked as she made her way to the kitchen.

"It is of no big deal, Twilight!" Rarity said following her other unicorn friend. "Poor spike came to me the other day." She watched as the star marked pony began to fix her something to her up. "He told me that you had been keeping yourself up most of the night, with your important study."

"Really?" Twilight questioned as she fixed herself something hot to drink.

"Why yes!" Rarity exclaimed. "He asked me that because he wouldn't be able to keep up with you, if that I would come in and look after the library until you awake." She continued watching Twilight coming to the table with her drink. "He told me if I did this, that he would come with me to gather jewels for my designs next time. For free."

"Wow, I really owe Spike big time for this!" Twilight smiled looking at the door that leads to where the sleeping baby dragon was sleeping. "Thanks, Rarity." the purple pony smiled.

"Do not worry about it, Darling!" The diamond marked unicorn smiled. "I would of done it for free, if asked."

"Thanks."

"Doesn't mean I won't take Spike on his offer." The white unicorn grinned, you could almost see the diamonds in her eyes. The purple unicorn just smiled, seeing her usual holder of the element of generosity.

"Now if you do not mind dear, I do need to get back to my own boutique." The diamond friend said, following the other unicorn out of the kitchen.

"Of course." Twilight smiled, leading her friend to the front on her home. "Thank you for your help today!" Opening the door to see the white unicorn out.

"It is of no problem." Rarity smiled making her way out of the door. "But Twilight dear," said turning back to her friend. "If you need any kind of help, please just ask. Just try not to overdo it." she said with a friendly smile.

"Thanks. Will do Rarity." Twilight smiled at the pony in front of her. They exchanged final words between one another, before the white pony made her leave. The purple pony used her magic to shut the door behind herself.

The star marked pony looked about the library. Seeing that she was the only one in the mane room for the moment, she released a large yawn as her body tried to throw away the tiredness. Her noise echoed through the tree, but the dragon upstairs was still sound asleep. "Alright, its time to get started." with that said, she went over to the book she was reading the night before.

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><p>Celestia was there in her throne, with unmoving motion. Her eyes were closed, her mind was no longer of Equestria. In this position she could see all in her land, nothing was out of her sight. She even saw that her faithful student, after her long night, had already awoken and started studying once more.<p>

At this moment, The sun's eyes and the princess' eyes were one and the same like her sister and the moon. Anything that the light touched she could see, their was nothing in the world she couldn't lay her eyes upon during the day. All of the pony of Equestria was under her gaze, nothing could escape her mind sight.

But at this time, her eyes are not meant to be checking in on her ponies. Her mind eyes were looking into the other direction, away from Equestria. The sun's eyes were focused toward the light of the other suns that were far away. Luna's last sight got her worried, the other "suns" odd abnormalities, began to get to her.

Her eyes have been staring for the past hours. She was determined to use all her hours to find out what was going to happen. She continued to take in every detail of the endless darkness.

* * *

><p>"Why, Howdy there Sugar cube!" The hat wearer called out to her pony friend. "Whatcha doin out here for?" she questioned as her star marked friend made her way toward her apple booth.<p>

"Hey there Applejack!" The unicorn walked up to the fellow earth pony. "I was just coming out so that I could get a bite to eat." as if on queue a large growl began to echo out of her stomach. Twilight gave a large smile, hoping her friend would forgive such a noise. A few hours had gone by since she woke up, she left Spike in charge so she could get something to eat. Also, secretly, something for Spike as a thank you present.

"Wow, you sure do sound mighty hungry." Applejack returned with an 'awkward moment' smile. "I know what you need," bending behind her cart. "This will fill yawl up." the apple marked pony placed a large, shiny, juicy looking apple. "And of course its free on the barn."

"Thanks AJ," Still a little embarrassed over her uncalled-for noise. The apple sure did look delicious. She reached down to take a bite out of the big juicy orb.

Twilight's teeth started to rattle, her body lurched backwards. The wind came out of nowhere, the earth pony having to keep hold of her hat to make sure it didn't blow away. Everything began to calm down, everything settling into place just as it started.

"Hey Twilight, Hey Applejack." The rainbow haired pony said, her wings flapping in the air. A huge grin was plastered on her face at what she did, rubbing the apple in her hoof against her chest.

"Oh, hey Rainbow Dash," The star marked pony said, a little disappointed. She couldn't help but feel more hungry as she looked at the spot that once held her lunch.

"Rainbow Dash!" Applejack said bending back under the table. "I hope yawl be planning to pay for that apple." the orange pony said placing another apple for her hungry unicorn friend.

"Aw, come on Applejack. Could I please just have this one on the house." The blue Pegasi gave her friend a big smile. Applejack's face was unmoving, her decision was final. "Fine." Rainbow Dash huffed, the sound of bits hitting the table sealing the transaction.

"Thank you kindly, Dash!" Thanked the hat wearing pony putting away the recently earned money. "Lets try this again" she said turning to her star marked friend. "Here you go Twilight." Applejack moved the apple to her friend.

"Thanks," Twilight nodded, never one to turn down her friend's offer. Closing her eyes, she bit down onto it, hoping to savor every bit that would soon enter her hollow gullet. Something was off on the apple.

"Hey Twilight!" The purple unicorn eyes snapped open. Her eyes were welcomed by another pair of eyes that had big grin plastered across her face. She looked down to see that her mouth had latched itself onto the pink pony's snout.

"Um, hey there Pinkie," Twilight nervously said, removing her teeth from her friend's nose. "Um, How long have you been there?"

"Oh silly Twilight, I've been here the whole time." She said, watching her friend with just the huge smile.

"Um, really?" Twilight gave her a very confused look, which the pink earth pony just stood there unaffected. The unicorn looked over at the apple farmer for some answers. AJ stood there, being dumbfounded as her on how the heck she got there. "Well okay then. If you don't mind, I have…"

"mmm, Applejack this is really delicious." The two ponies looked at the random party pony. Pinkie Pie was just eating away. Twilight was sadden as she looked around the pink pony, it was what she was expected. AJ was dumbfounded seeing that the apple she placed for Twilight was missing and replaced with bits.

"Well That's okay Sugar Cube," The blond pony said, coming back to her senses, once more bending behind her family's booth. "Third times a charm." Applejack placed another apple for her friend.

The purple unicorn did not react right away. She looked at her sides to see both of her friends, that were busy away eating the apples that were meant for her. They had two other friends that were left, but those friends wouldn't take her apple away from her. With a smile Twilight went to take a bite of her apple.

"Twitch - a - Twitch!"

Twilight heard her pink friend, but she didn't care what was going to happen. She would let any frog hit her, she would let gummy bite her all day, she would even let Ditzy Doo drop luggage on her. All the pony wanted right now was to eat.

The ground began to quake.

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><p>Princes Celestia's eyes snapped open from the quake. Whatever hit Equestria, it was blind to even her mind's eyes. The sun's light couldn't lay its sight on whatever it was. As if the light itself was trying to keep it out of its sight.<p>

"Princess Celestia what do you wish for us to do" one of her guards came in, no doubt in his mind that she knows what had just happened.

Celestia looked outside, seeing the smoke coming from the impact. "Please go out with your men and check the situation."

"Yes, Princess" the armored pony said, leaving her majesty as he did as he was told.

The royal pony sat at her throne, there was something else she just couldn't put her hoof on it. Celestia felt like their was something else to be seen. She closed her physical eyes.

* * *

><p>"Well this sure is a fine mess," The apple marked pony looked about seeing her cart fallen over, all of its contents spilled out on the ground. "Hey you alright Twilight!" looking down at her friend.<p>

"Yeah, I'm alright," The purple unicorn said, nearly in tears. She laid there on her stomach, looking at what could have been. The apple she was going to eat had fallen into a mud puddle.

"That Was Fun!" Pinkie pie's body started to settle from bouncing during the quake. Everypony just rolled their eyes at the crazy pony.

"Oh my gosh, is everypony okay!" they turned to see a diamond marked pony running towards them.

"Hey there Rarity." flapping her wings, the rainbow Pegasi obviously unaffected from the shock/ "What do you guys think that was all about?" Rainbow Dash asked, looking in the direction of the black lifting smoke. Just beyond the Evergreen Forest.

"I don' know, but…" AJ wasn't able to finish her line as the wind blew again. All ponies in ponyville looked into the sky, at a great speed a group of white armored colts were heading towards the mountain.

"Princess Celestia's guards!" it hit Twilight in that instance. "Everypony, I will be right back." she decided to ignore her stomach, this was a serious situation. She started heading towards the commotion.

"Hold on right this minute, Twilight Sparkle!" The purple unicorn stopped in her tracks, turning her head to the other horned pony. "What did I tell you this morning?" Rarity said coming closer.

"Ah, Rarity!" Twilight began to recall on their earlier conversation. The purple pony was brought back to the real world, as she felt the nuzzling of her friend.

"If you need any kind of help, please just ask. Don't over do it!" The white unicorn said, pulling her face away from the star marked pony.

"Right, Sorry." Twilight apologized. As if on queue her other pony friends were standing behind Rarity, ready to go with her. "Thanks everyone." she said turning around to face the mountain.

"Aw man!" everypony turned to look at the rainbow haired friend. "Fluttershy!" She said out loud, almost forgetting their last friend. "Look. I'm going to go see if Fluttershy is alright, and we'll meet up with you ponies later."

"Right," Twilight smiled. "We will meet up with you two then."

"Right, Be back ten seconds flat!" with a "Rodger" motion, Rainbow Dash disappeared in a rainbow flash. The rest of the ponies headed to the mountain.

* * *

><p>"Oh, no! Please come back!" The yellow Pegasi was trying to keep her animals under control. The quake had awaken all of her patients, all of them started to make a ruckus out of confusion. "Please, calm down everyone!" The butterfly marked pony said, trying her best not to step on the little critters on the floor.<p>

"FLUTTERSHY!" the shy little pony hit the ceiling from the unexpected noise. As she calmed down she looked towards the door to her little cottage. Standing there was her friend from the clouds.

"Um, hey Rainbow Dash!" Fluttershy said, her heart was beating a little faster, but it was tolerable. Her focus on her friend was cut short as she saw one of her patients trying to make a run for the door. The yellow Pegasi use all of her strength to lunge herself forward to not let the little animal get hurt. She fell near the blue pony's feet.

"Um, You need help Fluttershy." The rainbow marked pony asked, looking down at her friend. The other pony lifted her head to look at her friend, the little mouse dangling gently in her teeth. Fluttershy could only give a shy filled nod at her embarrassing position.

"Thank you, Dash!" the two Pegasus finished getting the animals back to bed. Many had already fallen asleep, after spending what little energy they had. Some were still active, but enough for Fluttershy wouldn't have to worry.

"Its no problem Fluttershy!" Rainbow smiled at her long friend. Then her eyes snapped as she remembered what she was suppose to do. "Fluttershy, we have to get going!" She said, realizing that she was already late to her promised time. "We need to meet the others."

"I'm, ..uh, sorry Dash." The yellow Pegasi denied her friend. "But I need to stay here, in case these little critters need some help." she began to make sure her animals had no injuries on them.

"Aw, man." Rainbow Dash face hoofed, she saw this reply coming from a mile away. She already said she and Fluttershy were going to meet the others. She needed to figure out a way to get the yellow Pegasi to come with. The rainbow marked pony knew of a way.

"Wait!" Rainbow Dash said aloud, causing the shy pony to jump. "What if the animals outside needs your help." she watched the yellow Pegasi began to take that in. It didn't take long to decide.

"Um… Alright." Fluttershy remembered she had a responsibility to all animals in Equestria.

"Angel!" she said, turning to the rabbit that was eating a carrot. "Would you mind look after everything here for a bit."

The rabbit sat up, for a moment just stared at the two ponies with a grouchy expression. After a second the rabbit nodded as he went back to his carrot. The two Pegasus were off.

* * *

><p>The four ponies had made it to the mountain. They followed the air borne guards, so that they made it to an estimated location so they could begin their own investigations.<p>

"Oh my, Why does it always have to be such dirty places." Rarity said, investigating every spot so that she didn't get her mane dirty. "Why can't anything happen in a nice clean place." she said looking at a mossy rock, that turned out to have eyes.

"Would yawl stop being such a little filly?" The blond pony said, tracking her hoofs through another mud pile. "I mean, not even…"

"What are you trying to say Applejack?" the white unicorn stopping in her tracks, staring right at her friend. The two ponies began to bicker with one another.

"Will you two please be quiet." the two ponies did as they were told, falling silent. Twilight was using her horn to locate anything out of place on both a physical plain and a magical one. She needed peace and quiet, and her friends weren't helping with this. "I think I got something." she said, something coming into her mind's eye. That was until it hit her.

"Oh my gosh, Oh my gosh, Oh my gosh!" Twilight picked herself up, she lost her magic connection. She and the other two just watched the pink pony bounce around them. "I can't wait, I can't wait, I can't wait. Its going to be so cool!" Pinkie Pie continued, with a huge grin on her face.

"Now, what in tar nation?"

"Pinkie whats going to happen?" Twilight asked, worried because of what happened the last time Pinkie was expecting something.

Pinkie Pie fell onto her flank, everypony just watched her as she gave an "ooo" face. "I have no idea!" all ponies sighed and face hoofed, at the random party pony.

"Hey guys!" in a flashy blur a blue Pegasus pony arrived, making her grand appearance. "Looks like we got here right on time!" she said seeing everypony's face hoof.

"Welcome back, Rainbow Dash." Twilight smiled, looking away from the "ooo"ing pony. "Wait, 'We'?" she asked, all of them with a confusing look.

"What do you guys mean?" the blue Pegasi asked, just flapping above them. "I went to get Fluttershy, remember-" She turned to show them, but her facial expression was blank. Her yellow friend was not with her.

"HERE IT COMES!" everypony turned to look at the pink pony. Pinkie Pie was just a "Twitch - a - Twitch"-ing, bouncing around them. A flash of light came from the sky.

* * *

><p>"Are you okay little one." Fluttershy said, helping a young deer that had fallen. The yellow Pegasi had broken herself away from Rainbow Dash to help the poor little critter. The shy little pony was already making her way to another animal.<p>

"Are you poor little creatures okay?" she said, nuzzling the small ferrets that had curled up in fear. "Hush now! Its alright!" she said in a sweet tone, the ferrets began to uncoiling themselves. "Alright, go to your family little guys." She smiled, the little animals reached up giving her a little lick, before running off into the forest. The yellow pony smiled, but noticed that her shadow began to grow around her.

Turning around quickly, what she saw caused her to let out a yelp. Some form of what looked like a comet was coming in her direction. The comet it self was interesting in that she could see right through it. Fluttershy's flight response began to kick in, she didn't need to be told once that it was going to be dangerous here. With her wings out she began to fly out of the area. Something stopped her in mid-flight.

The sounds of little chirps caught her yellow ears. Her pink hair was thrown around as she tried to search for the source of the sound. She looked down to see what she feared. In the path of the "comet" a nest was laying there, several little baby birds crying out for someone to help them.

Fluttershy didn't even think about it. She was a pony that was suppose to help out all animals of Equestria. Her body lurched itself quickly down to the surface, she was not as fast as Rainbow but she was quick none the less, in this kind of situation. As she touchdown she quickly picked up the nest in her hooves. She looked back to see the oncoming comet.

It was too late, she wouldn't be fast enough. If she were like Rainbow Dash she would have been gone already. The light was etching closer to the ground. The yellow Pegasi did the only thing she could do.

She placed the nest on the ground, as she tried to cover it with her own body. Her wings spread out to give what little protection to the birds she could offer. She could feel the light flood all around her. All she could do was let out a large scream as her body tensed trying to protect the baby birds. To her it felt like time froze forever in that flash of light. After that there was nothing.

* * *

><p>Celestia's eyes flashed open, sweat dripping down her face. Whatever the second thing was she didn't see until its light reached the ground. Unlike the other object, this Light had blended into her sun's light, causing her to not see it. All she could do was watch what had happen.<p>

She looked out side the window of her thrown, the last image still lingering in her mind. The light, as it appeared, disappeared. The only thing that was in the area was a small nest of birds, each one unharmed, all just chirping away happily.

Celestia felt her hooves, as she placed her head down. Her faithful student's, Twilight Sparkle, friend had disappeared from her vision.


	2. Chapter 2

The Ultimate Mare: chapter 2

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><p>Light began to flood her vision as her eyes began to open up. Her body was unmoving. She had no feeling in her body, the only kind of sense close to feeling was that her body was laying against something. Something that was hard, yet soft.<p>

Fluttershy's vision finally came into focus. Though as soon as it did, she wished it didn't return.

With out the control of her body, the butterfly marked pony could only lay there as a blinding light stung every little feeling she had remaining. It took over her vision, she could feel tears drift down her face. Something else began to come into her vision.

A very large figure was standing there, the figure's face could not be made out by the light emitting from behind him. Fluttershy felt like she should be scared out of mind at this sight, but there was another part that said it was okay. The large figure was holding her in its hand, she felt some sort of comfort in this position. She began to wonder if this was how those little critters felt when she rocked them to sleep. The yellow pony wished she had enough energy just to let out a small smile.

A second large hand hovered over her tiny body. The figure in front of her disappeared, as her vision returned to nothing.

* * *

><p>The sounds of birds in the morning brought her from slumber. Fluttershy's eyes gradually opened as she awoke. Lifting her body into a sitting position her eyes were greeted by the sight of her birds on her bed stand just singing their song. A smile spread over her face as she tried to remember her dream.<p>

She couldn't remember her dream, she sat there confused. The Pegasi tried to rack her brain, but she couldn't make out an image. Though she couldn't remember, but she felt like she should be happy. The butterfly mark pony let a smile on her face. She turned her head around to see the sun shining into her room, it was a beautiful start to this day.

"I said GET BACK HERE!" the yellow pony jumped at the sound of a large crash from the main room. The shy Pegasi froze there in place, every possible situation went through her mind. She was trying to decide whether to jump out the window or hide under her bed. She was scared.

"_Its all okay…"_

The butterfly-marked pony's mind began to wonder. Where had that voice came from? It was a stranger to her, but yet familiar. It was very soothing, like in away her mother use to calm her down when she was younger. It was a warm voice.

Before she even realized it, her body had already moved from her pallet. She was heading to the door, Fluttershy's heart began to pound as she reached out.

"Um… I-is somepony there?" The shy pony leaned her head through the door, the sound of another large crash echoed In the room.

"Oh! Fluttershy!" The yellow Pegasus' eyes began to travel as she opened the door further to the familiar voice. A purple baby dragon was standing over one of her sleeping patients, a very disgruntled rabbit has being held upside down in the dragon's hand. The dragon had a huge grin on his face.

"Um… hello there, Spike." Fluttershy sighed seeing that it was just a friend, completely ignoring Angel Bunny kicking the young dragon with its one free paw. "Not to be mean by asking, but what are you doing here?" she asked, with a confidence look. "I-if you don't mind, th-that is." she quickly returned to her normal posture, hoping not to not offend her friend.

"Its…ow… one sec." after a failed attempt at recapturing the rabbit, the young creature gave up and returned its attention to the yellow Pegasi. "You've been out for a few days, and today is our day to look after your animals for you." he leapt once more, attempting to grab that stupid rabbit. He failed.

"Out? A few Days? Our?" Fluttershy asked with a confusing expression. She jumped as another crashing sound came from the kitchen. She turned her head in time to see the door swing open. The yellow Pegasi jumped as the door slammed against the wall.

"Dagnabbit!" a hat wearing pony hit the floor hard with a thud, another mouse just escaping her hooves. "Ah've wrestled me many gators, Hog tied a bull, and bested Big Mac." the apple-marked pony said, her expression sadden. "Why can't Ah catch not even one of you little…" The blond mane pony eyes widen as she saw the figure of somepony standing in front of her. A smile grew across farm pony's face.

"Do you need any help Applejack?" the yellow Pegasi stood over her defeated apple bucking friend, the mouse was sitting all nestled in her pink hair.

"SUGARCUBE!" Applejack latched onto her friend, hooves wrapping around the sky pony's neck. The orange pony started to nuzzle against her friend's neck. Her eyes snapped up so that she could give a glare to the varmint that was just causing her problems. The mouse was just smiling at her.

"U-um, Applejack?"

"Right!" The hat wearing pony removed herself off of her friend. "Sorry 'bout that there, Fluttershy." AJ said, trying to regain her posture in front of her friend.

"What is going on?" Fluttershy asked, looking back between her two friends.

"You've been out cold for the past few days Fluttershy." answered the purple dragon.

"What?" Fluttershy squeaked.

"Yawl been out cold since we found yawl." Applejack continued. The apple bucker told her friend they had spent hours looking for her in the mountains after her separation from Rainbow Dash. It was surprising that they found her dead to the world just on the outskirts of Ponyville that night. The five of them had brought her back home.

"Really!" Fluttershy shocked at this new revelation. She began to look around, she was worried about the animals.

"We've all been taking turns taking looking after your little critters these past few days." The apple farmer could see the worry in the shy little pony's eyes. Fluttershy looked back at her with a soft smile on her face.

"Of course, one of us couldn't even handle the forest animals…" spoke up Spike, a grin started spreading across his face of scales.

"Its not MY fault!" The blond pony defended. "Its…Its, Its those pesky varmints." Applejack tried to excuse herself. The truth was, for whatever reasons, Fluttershy's animals didn't seem to like her. She may have been good with her farm animals, but these little critters was a totally different story.

"Thanks!" Fluttershy gave her friend a soft smile. It made her feel good that her friends would make time in their busy schedule just to help her out.

"Its no pro-" A rumbling sound interrupted the conversation, the sound began to echo throughout the ground home. Spike burst into a laughing fit.

The yellow Pegasi lowered her head down, a shade of red began to spread across her face. Thinking of her friends taking care of her animals made her remember she's been out for days, remembering that made her remember she hadn't eaten in those days. She was hungry, very hungry.

Applejack let out a soft laugh under her breath. "That's okay Sugar cube!" She nuzzled against the pink haired, deep red faced, pony. "How about ah treat y'all! As a good morning breakfast." She smiled down at her friend.

"Th-Thanks!" Fluttershy's stomach let out a large growl in acceptance. The two ponies and the baby dragon made their way outside the morning light shining brightly. It was a nice day.

Something in that light was there, just watching.

* * *

><p>The princess sighed, the pony had awaken.<p>

She awoke that day to find that the pony that disappeared from her sight was in her cottage. According to Twilight Sparkle's report, she and her other friends found her out cold during the night in Ponyville. The Princess of the sun would of said something, but she feared that she would cause unneeded worry.

During these past few days Celestia had been using her mind's eyes too look after her little pony. It had kept a heavy strain on her body, physical body and her mind's body.

Now the small pony was awake, her heart was at ease. She would of question the pony on the situation, but the princess figured she wouldn't remember of anything The white Alicorn smiled. The Pegasi will be okay, she was with friends now.

Now the Princess needed to rest, the strain of the past few days were taking its turn. She closed her eyes hoping to rest. She had an important meeting coming up.

* * *

><p>Bl-blurp! Blurp!<p>

It was spreading, whatever it was. It was some kind of puddle, but yet like a lake.

Bl-blurp!

It was crawling, making its way through the mountains. It was heading towards the dark forest.

Looking into the "puddle", it was very deep. Bubbles from wherever are coming to the surface. It was an empty blackness. It was looking for something.

A large scaly creature began to walk towards it. The large dragon was in a need to quench his thirst.

* * *

><p>"Ohmygosh, Ohmygosh, Ohmygosh!" The Pegasi flew through the air, giddy as a little school girl. "I can't wait!" She exclaimed, clutching the piece of paper to her chest.<p>

"Oh Dear Rainbow Dash! Whats gotten into you this morning!" The Pineville's dress designer was taking a stroll when she noticed her friend was a little more active then usual.

"Its just the most awesome thing ever!" Rainbow Dash landed just right in front of the white unicorn. "Ohmygosh!" she "gleed" shoving the paper into rarity's face.

"Well, let us take a look." Rarity said, putting off the blue pony's rudeness as her being a little too excited. " 'We are pleased to announce the 42nd annual All-fliers profession-"

"THE WONDERBOLTS ARE GOING TO BE THERE!" Dash shouted, bringing the poster back to her embrace. "Its going to be SO AMAZE-"

"WILL YOU GIRLS QUIET DOWN!" The two ponies turned to the window in the tree. "SOME OF US ARE STILL TRYING TO GET SOME SLEEP!" The purple unicorn screamed from her bedroom window. She didn't mean to be yelling, but ever since they found Fluttershy, Twilight Sparkle has been cutting her sleep even more to find something in her books to help her friend wake up.

"Sorry!" The two ponies whispered, the sound of the windows slamming echoed through the air.

"Its going to be so awesome!" The blue pony squealed, but a little bit softer then earlier.

"That's good and all darling." Rarity smiled, but her facial expression grimed. "But what of poor, little Fluttershy?"

"Oh, yeah…" The flier fell to the ground, Dash was so excited she had forgotten her friend.

"HEY EVERYPONY!"

"Applejack!" The two ponies turned their heads to the earth pony. The blond pony was coming into view, as if coming to answer Rarity's question.

"Look who decided to wake up!" The apple marked pony smiled taking a step to the side. Behind her was standing a yellow Pegasi, her mouth was full of apples. Though the pink haired pony was pigging out like no tomorrow, she was still graceful.

"Fluttershy!" Rarity and Rainbow Dash galloped towards their friends, each happy to see their friend awake and well.

"Good Morning!" the yellow Pegasi gracefully gulping down another apple type substance, Fluttershy gave her friends a gentle smile.

" 'Good Morning!'" Rainbow dash held herself from pouncing her friend. "I think you ow us a little bit more then that.'" She joked nuzzling her friend agianst her neck.

"I'm sorry."

"Well, I'll say that you are sorry." Everypony turned to the diamond marked pony. "I mean Fluttershy, look at your hair. It is such a mess." She said looking over the long hair of the Pegasi. "This is what you get when you miss our weekly spa treatment." she let out a sigh. "I guess we will have to go an couple of times this week. You know, to make up for it. All on me of course Darling, my treat." she smiled to her friend.

"Thanks!"

"Do you remember anything that happened?" Rainbow asked.

"No… I don't think so." She answered. On the way there she had been wondering exactly what had happened. All she could remember was a bright light. She felt bad that her friends were worried and that she had no answers for them.

"Well that's okay Fluttershy," Rarity comforted her friend. "The main thing is that you are alright now."

"Thanks." The butterfly marked pony smiled. She has such caring friend.

"HEY TWILIGHT SPARKLE! GET DOWN HERE!" The young Dragon called out from the apple bucker's back.

"I SAID!" Twilight screamed, slamming her windows open. "KEEP IT QUIET DOWN-!" She stopped mid-sentence, the yellow pony catching her glimpse. "Fluttershy! I'll be right down." she quickly shut the windows and headed back down her tree.

"I-is she o-okay?" Fluttershy asked, hiding behind the white coated unicorn.

"Oh yes, she is quite fine. Just a little… sleep deprived, that's all."

"O-oh, really?" The yellow Pegasi lowered her head, she had a feeling her friend was keeping herself up for her sake. She was happy her friend cared, but she didn't want to be a bother to her health.

"Aw, no need to fret about it Sugar cube!" the hat wearing pony said. "She's alright."

"Well, alright." the yellow Pegasi smiled. She was still a little bit worried of her friend.

"Hey Fluttershy!" all ponies jumped. "I see your doing oh so much better." they turned to see the town's random party pony. "Of course you were asleep the last time I saw you, so anything would be better than that. Right? Well maybe not anything, Cause some things could be worse then that. Yet some things are better then that, but there are things better then better then that." Pinkie Pie began to ponder her question. "So what is it, Something, Something that is better or is-"

"PINKIE PIE!" Rainbow Dash yelled.

"Yes." The pink earth pony smiled, just openly staring at her friend. The thought she was pondering was clear out of her mind. Rainbow Dash face-hoofed.

"Hey Pinkie Pie." The Pegasi smiled. "Yes I'm feeling much better. Thank you" she said turning back to the other ponies.

"Hi!"

Fluttershy turned her head back towards the party pony. She was looking right at her, just staring with her Pinkie Pie "ooo"-ing stare. "Um, Hey" the yellow Pegasi said nervously. "Are you doing okay?" she asked.

"YEP!" the Pie just sat there, just looking at her.

"Okay!" The butterfly marked pony smiled.

"Hey everypony!" all ponies turned their heads to the upcoming purple unicorn that was trotting up to them. "Sorry about that Fluttershy." Twilight apologized.

"Its okay Twilight." She smiled. Fluttershy could see from her the bags that had been forming under the purple pony's eyes. Fluttershy sighed, her friend definitely haven't been keeping her sleep in check.

* * *

><p>The ponies began to talk amongst themselves inside the library. They let Fluttershy in on what had happen over the past few days, they also gave her notes on what happened to them while taking care of her animals. Before long Spike was bored and left the fillies to fill his empty belly.<p>

"Ah, so Ms. Mouse was able to make a full recovery?" the white unicorn smiled at her, Fluttershy smiled happy to hear the good news.

"The birdies also made a recovery" the bubbly earth pony piped up.

"Really?"

"Yep!" Pinkie smiled. "I threw them all a "Congratulation of Feeling Better" party. It was so much fun," she continued. "and Gummy had so much fun playing with all animals." she told them how her pet started to latch onto all the other animals.

"Well, um… that's good, I think."

"I threw the rest of the animals a "Get Well Soon, So That We Can Party Again" party." the balloon marked pony smiled. "We had so much fun in Fluttershy's home."

All the ponies sighed at the pink mare. A couple of them began to question how exactly did Fluttershy stay out during the whole time.

"Thanks everypony." the yellow Pegasi nodded her head. She had some really great friends.

"Its no problem Fluttershy." Twilight smiled. "We would do it any time. We really are Fr-"

"TWILIGHT!"

"What is it Spike?" The purple unicorn jumped out of her seat at the sound of her dragon.

"Quickly, look out side!" The baby dragon came rushing out of the kitchen.

All ponies made their way to the nearest window to see what Spike was talking about. As they looked, they were in shock. Coming from the mountain near the Everfree was a black smoke. The black smoke was heading towards Ponyville. The color of the black felt really sickening, it seemed itself was very toxic. It felt somewhat familiar, in more then one way.

"D-do you think its another dragon sleeping." Rainbow Dash nervously asked, remembering the last time they saw a black smoke like this.

"Ah don't know Sugar cube." Applejack answered. "But it sure feels that way."

"What do you think Twilight dear?" Rarity looked over to her friend.

"To be honest, I'm not exactly sure!" the star marked pony asked. "But I think so!" she was worried, the smoke was coming from the same mountain they were on a few days ago.

"I think he needs to get his lungs checked out!" Pinkie Pie exclaimed.

Ding…

All ponies looked at the door. The bell had rung, but there was not a single pony that was standing anywhere near the door. Instead there was one pony less that should have been in the room. The five of them ran for the door.

Fluttershy just continued to look at the mountain, she came outside to get a closer look. It was smoke that was definitely from a dragon. She was scared, dragons were most terrifying creatures in the world to her. Her mind was telling her to run home and hide under her bed. Her body was about to take her mind up on that offer.

There was something else. Something that was different. Her heart was pounding hard, but not like it does when she was scared. That black smoke felt different from what it should have been. Fluttershy didn't know why or how she knew. She just did.

"Um, Hey Fluttershy!" Rainbow Dash said, as she and the other ponies walked up behind their friend. "Are you O-"

Fluttershy started to walk off, but then broke off into a gallop. With a couple of flaps with her wings, she began to fly off… towards the direction of the smoke.

"Whats… whats gotten into that pony!" AJ was shocked, that wasn't the way Fluttershy would of acted… especially to a dragon.

"We need to go after her." Dash was already taken flight.

"SPIKE, I NEED YOU TO STAY HERE AND LOOK AFTER EVERYTHING!" Twilight called out. Everypony galloped off to their friend that already disappeared from their sight.

"What did you say Twi-?" But Spike was too late, the girls were already gone.

* * *

><p>"Um, Hello!" Fluttershy called out, softly. She had no idea what had came over her, but now she was in the mountain. She was scared again, the idea that a dragon would come at her from anywhere frightened her. There was still something that told her to keep moving forward. That she would be safe.<p>

"I-is anyone out there!" she softly said, hoping to get anyone's attention.

Chi…

A sound, familiar sound echoed through her ears. She heard it recently, but she couldn't remember when. She walked towards the sound.

Chir…

It was getting louder as she got closer. An image was coming to her mind, she was beginning to remember what it was. A smile began to spread across her face.

Chirp…

It was a nest of little birds and a mama bird was feeding them. It was no ordinary nest as Fluttershy began to remember. Her memories from a few days ago were coming back to her.

"Hey little birdies, I see you're doing okay!" Fluttershy smiled at the little animals. She didn't remember everything about that day, but she remembered seeing the birds from the air. "I'm glad you found your mommy." She smiled bringing herself just a bit closer.

Grrrr…

Fluttershy's head snapped up, she recognized that kind of rumbling. Fear began to fill her body, she could smell the smoky air. It was close.

"I-I think it would be best… I-if you and your little babies were to leave." The yellow Pegasi turned to the mother. The bird just looked at the larger creature in confusion. "Please!" Fluttershy softly begged. The mother bird nodded.

"Oh, Thank you. Thank you." The Pegasi said galloping off into another direction. The sound of baby birds chirped as they saw that their savior was alive and well.

* * *

><p>Grrrr…<p>

Fluttershy had been contemplating in her mind about the situation. If it was a dragon what would she do? What would the dragon do if it saw her? She wanted to run.

Grrrr…

She stood still, her body just froze in place. She just came into the clearing in the mountain, she saw what she knew that she would find. The butterfly marked pony did not know how to react to what she was looking at.

It was a dragon, but it wasn't a threat. In fact it self seemed that it was threatened. It was breathing heavily, as if whatever it is was infecting it body. Its eyes were closed, his body trying to fight off whatever infection he was happening. Another thing was, this dragon was familiar.

"Are-Are you okay… M-Mr. Dragon, sir!" she said carefully nudging a little towards the red creature. She got a little closer, she was standing right to the side of his snout.

The red dragon's eyes snapped open, causing the yellow Pegasi to jump into the air. His scaly expression began to soften.

"Ah, its… you… the yell-oh… Pegasus." It tried to speak, but it was hurting. He was breathing heavily.

"Are you okay?" Fluttershy saw the pain in its eyes as she softly landed in front of him.

"Its… just a little… I can handle it!" The dragon tried to say with a confident smile.

"You are not okay!" The Pegasi said, just a little more sternly this time.

"Are… your friends… with you?" The dragon asked "What about the… Rainbow one?" he tried to laugh.

"No they are not with me."

"Good… I don't think I… could handle… another of her kicks." He began to chuckle, but it only ended in a cough. More black smoke came from his mouth.

"What happened?" she asked, noticing some kind of black liquid flowing out of his mouth.

"I… was trying… a new water hole… that must of came from… the recent storms!" His breath was getting heavier. Something in his body was having a reaction to the winged pony.

"What can I do for you?" Fluttershy questioned, she couldn't just let this creature suffer.

"No… I need you to leave… go find your friends…" His chest, he started clutching his chest. Something was about to happen.

"B-But…. I…"

"Leave…" His body started to pick itself up. "NOW!" He let out probably the largest roar he ever let out. The Pegasi was scared, she ran back into the woods. His body was changing.

Fluttershy watched in horror. The dragon's body was going under some sort of transformation.

The dragon began to grow, out side of the dragon's maximum size. Its wings retracted into his body. The red dragon screamed in pain. Tusks began to dig itself out of its out of its mouth, just parallel to the growing fangs. The body of the dragon began to bulk up as its hind legs were forced to bend backwards. Its neck began to shrink as his transformation came to a stop.

The butterfly marked pony couldn't believe what she was looking at. The dragon's scream began to ring through out her head. The enlarged beast was now going out of control.

The new dragon began to stomp around, it was destroying anything that was getting in its path. Fluttershy couldn't move, what she was feeling right now wasn't like anything she felt before. If she was scared of the dragon before, then what was it that she was feeling right now.

"Why?" The yellow Pegasi squeaked. Unfortunate for her it was all that was needed. The new dragon snapped its head to the ground below, right at her. He was staring at her, with its now pure black eyes.

She still couldn't move, her hooves were shaking. All she could do was sit there as something began to move in its body, towards its mouth. Fluttershy just watched as the monster let out a beam of pure energy. She was incapable to move out of the way, all she could do was to shut her eyes.

Boom.

"Fluttershy… are you… alright!" Fluttershy's eyes snapped open at the unison of two voices. Her sight was welcomed by the sight of two unicorns falling to the ground. Both spent of their magic.

"Fluttershy!" her head snapped turning to see two earth ponies running towards her.

"Are you okay Sugar cube?" Applejack asked, a worried look on her face.

"I… I don't" Fluttershy stuttered as she looked at the area around her. The trees and the ground around her had been burnt to a crisp, save from what little was circling her and the two defeated unicorns. The yellow Pegasi let out a heavy breath as her mind put two and two together. Tears were forming in her eyes.

"The-they protected me!" she just stared blankly at her fallen friends. Twilight must of at the last minute saved her with some kind of defensive spell. Looking down at Rarity, she must of used what magic she could to back up her friend. They both risked their lives to protect her.

"Sugar cube!" the Pegasi was brought back to her other friend. "Are you okay!" Applejack was worried, Fluttershy could tell that her apple bucker friend was scared as well.

"W-where is… Rainbow Dash!" Fluttershy spoke. Her breathing was getting heavier.

"She's over there" the two pairs of eyes were brought to attention as the Pink pony pointed to the sky.

The monster was striking the air. A small trail of rainbow was flying all around the creature. The dragon tried to swat at it, but it was just barely able to dodge it.

"HOW DARE YOU HARM MY FRIENDS!" The blue Pegasus's eyes were filled with tears. She was flying all over the monster. It may have been larger then life but dash was able to out match it in speed, if only by a little bit.

"We… we need to leave…" The image of the dragon's agony started to replay in Fluttershy's mind. "We can't handle this… we need… we need the Princess's" She tried to speak.

"Ah don't know if that will even help Fluttershy!" Applejack just stared at the creature as it was released another blast on the rainbow it was fighting. Fluttershy was terrified now. If these were the words of honesty, then what was going to happen to them.

Their attention was brought back, as a scream came from the air. Rainbow was stricken, but still flying. They could tell Dash was losing steam fast.

"Hang on there Rainbow Dash, We're a coming!" Applejack shouted, running down below heading towards the monsters feet.

Fluttershy was paralyzed, she wasn't able to breath right. Right now, if she was scared that the love of her friends would snap her out of it. If she wouldn't even move to check on the unicorns, then what was she feeling. Was this true fear?

"Hey there Fluttershy!" The yellow Pegasi could barely move her head to look at her pink mare friend. "Don't worry about it!" She said with a smile. "We'll go hold him off. Why don't you go and "get" help?" She said with a wink, Pinkie Pie then started bouncing down towards the apple bucker.

The yellow Pegasi couldn't believe it. Two friends are knocked out, the other three are facing the monster. What was she doing? Nothing. That wasn't what a friend would do. She wasn't a true friend.

Her heart was trembling, she watched the rainbow blue get stricken once more. She saw at the ground, the trees shaking and falling over on the monsters feet. That must have been Applejacks doing.

" 'Why don't you go and get help!'" Pinkie's words began to rang through her head. That's right, that's what she could do. She could get help, she could go and get the Royal Princess's. She could feel strength returning to her legs, it was a good plan. She ran into the opposite direction away from the dragon.

* * *

><p>She was running, she was running as far as her legs could carry. She could hear the monster's loud roar, she could feel the creature's loud footsteps shake the ground. She was going to get help, she was going to return. But she wasn't. She was scared, she was running away.<p>

That thing scared her, that was the truth. There was something else about it she didn't like. Something that truly terrified her. Her mind and heart was telling her not to get close to it.

"Are you just going to run away?"

Yes, yes that was what she was going to do. Through the trees, she could of sworn something was following her. In the light that broke through the tree, there was something.

"Will you just let that dragon suffer? Will you let it burn down everything?"

… Yes… that's what she decided to do. It wasn't something she could of handle, but she wouldn't be able to return back there. The image seemed of gotten closer to her.

"Are you going to let it kill all animals? Those birds?"

Her speed decreased, the image of those birds in the nest began to play into her mind. The thing in the light was almost on top of her.

"What about your friends? Will you let them perish?"

She stopped in her tracks, Was Fluttershy really going to let her friends perish. Her thought began to return to earlier that day when they were all together, just a little bit after her reawakening.

"Well!" The image in the light floated down behind her, waiting for her response.

"I… I want to… protect my FRIENDS!" She said, the fear in her heart was gone. She closed her eyes as a bright light covered her body.

"Good! I'm glad I was directed towards you."

* * *

><p>"Dagnabbit!" Applejack let out her breath. "This is almost as rough as Fluttershy's animals." She tried to joke, it hurt to joke. The dragon had knocked over the trees she had been working on, causing them to fall over on top of her. She had just pulled herself out of from underneath a trunk.<p>

"Hey it's dark?" Applejack looked over. "Where did everypony go?" In a pile of trees, the party pony was upside down, her head deep in the pile. Pinkie's legs were trying to run in mid-air.

"Hang on Sugar Cube!" AJ smiled. Even in a moment where the world would end, Pinkie Pie would still be Pinkie Pie.

"What is that all you got!" Dash called out to the monster as it swiped at her again. She was running out of steam, and she knew it. She just smiled at the thought, if she was going to be part of the Wonder Bolts… things like this are the best.

SLAP!

The sound echoed through the air, the pony below just stared in horror. The dragon had its hands clasped together, its prize in its hand.

It opened its hands, revealing the wounded blue Pegasi. The reflection of the hurt rainbow gleamed in its black eyes. With a swift snap its claws closed down on its victim.

The monster riled up, its arm pulled back. It was going to use all its strength in this one movement. Its target was the big ball of fire in the sky.

With one fast motion and a snap of its wrist, Rainbow Dash was launched into the air. All Applejack could do was watch in shock, Pinkie Pie was… Pinkie Pie. The scream of the blue Pegasi could be heard as the black dot disappeared in the sky.

The dragon monster was happy, it was his first victory of that moment. Though that didn't last long as it laid its mutated eyes on the ponies below.

"We got to get out of here Sugar Cube!" AJ popped the party pony out of her prison. The dragon was heading their way.

"This is gonna be so fun to watch!" Pinkie said, bouncing around like the maniac like she was. The stomping of the monster grew closer.

"What in tar nation girl!" The blond pony tried to calm her friend, finding it as a fail. "We need to leave N-!" the ground stopped shaking, AJ looked up to see that the monster had turned its head away. Its attention was to somewhere else. Towards the sun.

The apple bucker let her energetic friend go, her eyes traveled up near the sun. It was small, but it was a black dot.

"Dash!" AJ smiled, her friend wasn't put down that easily. Her smile grew as the dot grew bigger. Her smile faded, the dot grew even bigger. Too big.

Whatever it was coming down bigger and faster. The apple bucker quickly grabbed a hold of her hyperactive friend and tried to cover themselves to the impact. She closed her eyes, Pinkie Pie was watching around the corner.

The ground rumbled like it hadn't before. What seemed like hours was only a few seconds.

The apple marked pony was scared of what she would see, but she saw the party pony bouncing watching in excitement. "Its Here! Its Here!" the blond pony was curious. Apple Jack took a look around the rock. What she saw shocked her.

It was another giant creature, just like the dragon. It had fallen onto one knee, its hands, like monkey hands, cushioning its fall. It was holding its balled hand out to the side, its glowing eyes aimed at the dragon. It was some kind of silver giant.

The creature stood on both two of its legs. It held out its balled fist to the monster, releasing its grip on the prize inside.

Her eyes began to open. She saw the person that saved her. She was laying in its palm, its protective palm. Rainbow Dash's eyes snapped open. Her body flung herself into a standing position in the silver man's hand. She began to look around to see where she was. Flying into the air, she turned around to see something she didn't want to see. The dragon was releasing another energy blast.

Boom…

Rainbow Dash was in total shock at what she just saw. Particles of energy was glistening in the light. The silver man that was standing behind her had summoned a type of shielding with its hands. The rainbow marked pony just flapped there in amazement.

The giant placed his arms down to his side. His glowing eyes never left the monster in front of him. It was no problem at all for it to step away from the Pegasi. The two giants began a star down.

The dragon let out a terrifying roar.

Ultraman was ready for battle.


	3. Chapter 3

The Ultimate Mare: chapter 3

* * *

><p>"Hey!" The situation around finally began to sink in. "Wait just a minute!" Rainbow Dash's wings came back to life, her body taking off. Towards the silver giant.<p>

"HOW. DARE. YOU!" she was now floating just in front of the silver man at eye level, she was mad. "How Dare you show me off!" The Pegasus' wings were spread wide, trying to draw its gaze to her. "You think you just are so awesome, don't you?"

The silver giant didn't pay any attention to the young flyer, his eyes glued to the enemy in front of him.

"Are you listening?" The rainbow marked pony started jabbing the creature between his eyes. "Quite ignoring me!" she raised both front hooves into the air, ready to get his attention one way or another.

"…" Ultraman's large hand covered the blue Pegasi, pressing down against the small creature.

The rainbow mane could feel the air rise against her, she wasn't going to be able to fly out of the giant's palm. She could see the ground was coming up quickly. Dash closed her eyes tightly hoping for it to be quick.

"Hey Dashy!" The blue Pegasus' eyes snapped open. "What are you doing up there? you silly filly!" Pinkie Pie was just a few feet away from her face, smiling away. The Pegasi looked above her to see that the large hand had already left her

"THAT'S IT!" Rainbow Dash was steaming. "NO MORE MISSES NICE DASH!" She wasn't just about to be left mane-handled like that. The blue Pegasi took off, but was stopped by the pulling of her tail.

"Hold on there Sugar Cube!" the apple bucker piped holding her friend in her teeth. "As much as Ah would like to see yawl try to take BOTH of them on. Ah think yawl should calm down." Applejack pulled back on her friend.

"What do you mean by that!" Rainbow's wings started to slow, still keeping her in flight.

"Ah mean look at them!" AJ spit out the rainbow tail. Dash returned her attention to the giant creatures. The silver man had not moved from its kneeling position, its hand still hovering over them. Keeping them out of the dragon's sight.

"So, do you think it's on our side Applejack?"

"Ah don't know, but I sure hope so!" the earth pony was not exactly sure what to believe at this point. "But Ah don't think it's a good idea to stand around here!"

"Why not?"

"Cause Ah think we about to have a giant rodeo showdown on our hooves!" She took a look back at the towering creatures. "Ah think it be a better idea to return back to Fluttershy and get us all out of here."

Rainbow Dash nodded. As much as she wanted to take both goliaths down, she needed to make sure her friends were okay. Both ponies gave one last look at their savior before galloping to their friends.

Pinkie Pie looked up to the silver giant. "GOOD LUCK!" she said with her bubbly attitude, her legs started to bounce after her friends.

* * *

><p>"Step one. Make sure everyone is safe…" Kizuna thought to himself, the ponies running off catching the corner of his eyes. "Check!" the light in his eyes returned to the monster in front of him. He was waiting for it to make the first move.<p>

The dragon let off a massive roar, it had waited long enough. The ground beneath it as it charged towards its new challenger.

From this position Ultraman used its footing to propel himself forward. Both giants were bringing this into close range.

The red monster lifted its claw to strike down on its enemies head. Kizuna used its increased speed to get a great jump over the creature, flipping over the large creature. On the way over he grabbed the dragon's arm bringing it down with him. Landing Ultraman used the weight of gravity to smash the arm onto his shoulder.

The dragon let out a roar of pain, but it only fueled its need to survive. It swung its arm away from the silver man, but using the momentum to increase the force of its tail.

Kizuna saw the tail coming, he didn't budge. Feeling his feet grind against the rumble of the ground he caught the tail between his elbow and his hand.

With swift movement Kizuna grabbed the tail with both hands. Spinning with his strength he picked up the kaijin by the tail, aiming to hammer it into the ground.

It caused its tail some pain, but the dragon was able to turn its body in mid air landing on its feet. The red monster slammed its tail into the ground as it was released from its enemy's grip. The dragon propelled itself forward into the air into a massive double kick.

Kizuna saw this coming. Using his hand as placement he propelled himself at the monster with a kick of his own. The two kicks clashed with one another, equal to each other in power.

The two giants were forced back, rolling against the ground they already had little handling on. They both landed on their knees looking back at one another.

"The sun… like I thought its affecting my power!" Kizuna thought, looking at the blazing ball of fire in the sky. "I don't know my limit on this planet." He placed a hand on his chest. "I need to finish this quickly!" He brought his attention to the monster that was preparing to launch its attack.

Dragon launched its beam, the force of this one caused it to recoil back. This increased red beam was headed straight at the Ultra.

Ultraman brought his arms into a cross-like position. With swift movement his arms shot up in a in a 45 degree angle and with it brought a mirror of pure energy that began to absorb the beam. As a couple seconds of this happening the beam faded. Particles of left over energy glistened in the sunlight in front of Ultra.

* * *

><p>"Whoa! That was kinda cool!" Rainbow Dash stood there, her wings erect. "Though I'm cooler." She nodded to herself in agreement, wings returning to her sides. 20 percent more cooler to be exact.<p>

The three ponies made it back to the clearing where they left their three friends at. Save for that one was missing.

"Where's Fluttershy!" Applejack asked, looking about the area.

"I told her to 'GO and Get help!'" Pinkie Pie answered, a smile spread across her face.

"Well okay then…" The sound of a grunt came from the ground behind her. "Twilight!"

"Where…am I?" the purple unicorn's mind was spinning. "Wait… What happened?" The color in Twilight's face faded, the destruction of the surrounded area

"Please…Darling," the white unicorn beside her moaned. "Will you keep it down, some of us are trying to sleep…" Rarity was out of it, her mind making up whatever excuse it could come up with the situation.

"Take a look for yourself Twilight!" Twilights head was grabbed from behind on her face. "Its really cool!" her head was turned by the pink party pony to see the giant creatures that was going at one another.

* * *

><p>The Dragon's head returned to place only to be on the receiving end of the second part of the double kick. It tried to retaliate, but it only double over as the silver warrior elbowed him in the stomach. Ultraman was winning.<p>

Using the kaijin's head as a stepping stone, Kizuna was able to get behind the monster. Grabbing from behind, he forced the monster into a standing position. The monster was placed into a choke hold and arm lock from behind.

Even in this position Ultra was able to get a great leap off the ground. He began to fly off into the sky with the monster in its grasp. They continued to go higher until they weren't even a speck to those on ground level.

The Dragon monster wasn't about to let it end like this, with its free arm it began to slam it against the temple of its adversary.

The monster had too much length on its arm to dodge, the silver warrior was forced to let go. The red creature began to fall back to the ground.

Ultraman wasn't able to keep flight as grip began to wrap themselves around his ankles. He felt his body being flung forward below the monster before he was able to catch the air. Not for long.

Kizuna's head snapped back as his face met with the dragon's head. He fell even further, the heat around him began to build up. He felt something grab him around the waist.

The Dragon was squeezing the hero of light with everything it had, it was going for a suicide move. The silver man began smashing his fists into the back of the kaijin, he was throwing his knees as hard as he could. The dragon grunted, but he would not budge.

The heat was building up, the clouds began to run by them as they both continued to fall. The scales of the monster was making it so that the weak attacks Ultraman was performing to have no effect. Kizuna went for the next best thing, shooting out his hand.

The dragon roared in pain, finally losing its grip. It roared as it held its face where its eye was gorged. The silver warrior took the chance and using the kaijin as footing, he shot them both from each other. Making sure he wasn't within grabbing distance. They were getting closer to the ground.

Kizuna could feel the light of the sun hit his back. He slowly brought his arms to the front of himself, both glowing like the sun behind him. He brought them up to form an "X" in front of his body.

The monster was still in pain, but its body began to glow bright red. Energy began to build up around its mouth, focusing into its throat. The Black eyed beast let out a roar releasing the beam that was held back.

SHU-AAA! The silver giant released a beam himself from its crossed arms.

The two energy beams clashed with one another, each struggling to overpower the other one.

BOOM!

The explosion erupted the sky, clouds were blown away. The ground was coming up quick, the kaijin turned around to break its fall. the dust cloud of the explosion began to swirl..

The dust erupted as the silver giant came out spinning downward. It slammed itself into the dragon, the both of spinning out. Both of them heading for the ground. Miles. Yards. Feet.

The ground erupted from the shock. The dust began to come up from the earth. The sound from the impact echoed through the forests.

Kizuna landed onto the ground. Taking a step forward, it hit him. He fell to his knees, the shock of that move finally taking its toll on him. He kept his gaze forward at the dusk in front of him. His eyes glew brighter.

It had taken massive damage on its body, but the kaijin was back on its feet. Its empty black eyes on its enemy.

* * *

><p>"Whoa!" Twilight's head peaked around the tree. They took cover during the shockwave, but the dust was beginning to settle. The Dragon was standing there, its back towards them.<p>

"'Whoa' indeed darling" The recently awaken Rarity said covering behind the same tree.

"Aw man, I wish Fluttershy could see this!" Rainbow Dash's looked on, totally lost in the action. She heard Pinkie Pie giggling behind her, but threw it out of her mind.

"It is very interesting indeed!" the purple unicorn thought to herself. What is that silver giant, she would need to do some research on it.

* * *

><p>Ultraman was breathing heavily, his body was feeling the shock. He was beginning to lose power. His eyes glew bright.<p>

The dragon was preparing another attack, energy began to flow through out its body. The ground began to rumble once more under the pressure. He was ready to release its blast.

Kizuna reacted as fast as he could. Bringing his arms out of a cross he brought up a shield to protect himself. His body was feeling the pain of moving past what he could at the moment. He watched as the kaijin was ready to launch its attack…

The dragon turned its back to the silver giant.

"My Friends…"

* * *

><p>The ponies just stared in shock, the dragon monster turned on them in the midst of the battle. There wasn't enough time for even Rainbow Dash to gather up everyone and get out. The kaijin released its blast on its victims.<p>

The ponies could only close their eyes, hoping their end will come soon.

There was nothing

Twilight slowly opened her eyes. The sound of a beeping noise rang through the air.

* * *

><p>Ultraman fell to his knees, his arms spread out as he covered the ponies below. The light on his chest began to flash red. Kizuna took the kaijin's blast near point blank.<p>

"Why… I could of covered us all with a barrier." Kizuna thought to himself. Why did he react like he did? Ultraman was hit once again with a blast.

The dragon gave a grin as he watched what was happening in front of him. He brought his claw down onto the back of the silver hero.

Why wasn't it that he wouldn't strike back? It wasn't how he was taught. He was taught to never give up. It was the way of all Ultra. All he was doing was taking one shot to the back, one after another.

Ultraman could feel the flashing red light get slower and slower. He was just there on his knees watching the ponies cowering under him. Save for one pony, one pony that wasn't cowering with her eyes closed. It was a purple unicorn, she had fear in her eyes just watching.

"Twilight…"

A blind light began to fill through the area. The beeping sound died.

As vision came back, those that was looking at the giant from another galaxy was looking with gaping mouth.

The Silver giant was standing there, but instead it was a yellow giant. The yellow gave off an interesting aura around it, something… warm.

Kizuna stood there, raising his hands to his face. His energy was restored. He had never taken a form other then the form that was just in. What kind of power did this form have. Why did it seem… familiar.

The red kaijin roared. It went to strike the ultra from behind.

As if he had eyes on the back of his head, The Ultra blocked the dragon with his arm, not budging an inch. His power was greater now.

With a large grunt, it was like Kizuna released even more power. Light once again came from his body, it caused everypony to take a step back. The ponies stared at it in even more awe.

Attached to the Ultra's back were a pair of wings, like Princess Celestia's wings, a pair of yellow angel wings. It took no time for Kizuna to act, spinning around, he was ready for round two.

The wings of the yellow giant caused a great wind. The wind it self was strong enough to cause the dragon to lose its balance as he started to fall backwards.

The kaijin was tired of this. He leapt forward to strike down the yellow warrior of light.

Ultraman saw the attack coming. Bringing his hand up, instead of blocking the claw he used the strike on his hand to go with the flow of the attack. With a quick spin he was able to strike into the side of the beast, causing it to stumble back.

The dragon stood up, ready to attack again. His body wouldn't move. Something about the presence of this new fighter was causing his body to freeze up. It was like the light of its eyes were staring into its dark soul. It wasn't going to let itself be defeated by some glare, this stare. It lunged once again.

Once more, The ultra hero was able to redirect the flow and cause the kaijin pain once more. The dragon continued to attack the former silver giant, but each time it would fail. Even though the yellow hero was causing so much pain to the enemy, he was doing it gracefully.

The dragon was tired of this. He charged up another blast in its throat. He was going to release it at point blank range, no way he could lose like that. He released all he had.

Ultraman brought his hands up, they were glowing with energy. It was like he caught the energy in his hands, he tore the attack in his hands. The energy that was released began to glisten around him, the light of his body caused it to glisten even brighter. His hands begun to shine in a pink like aura. Bringing his hands back, he shoved them into the kaijin's stomach. A pink butterfly mark appeared on the dragon's chest.

The dragon roared in pain, a burning sensation was coming from its chest. He swung his tail at the ultra, hoping to get some distance.

Kizuna leapt into the air spinning over the tail, spinning into a kick. the ultra stuck at the dragon's face as it returned to face him causing the dragon to spin once more. Returning to the ground the Ultra lowered its body spinning into a sweep, toppling over the unbalanced kaijin. His right hand glew pink as he stuck the dragon coming out of his spinning sweep.

The Dragon roared, it was sent flying. A second mark appeared on its chest, causing even greater pain then the first. As it was launched into the air, it could only watch as a third attack was prepared in the yellow giant's left hand.

Ultraman brought his left hand behind his head. An aura of a pink butterfly wings surrounded his hand, it began to spin. Faster, faster, faster until it began creating a buzz saw sound that echoed through the air. With a swift flick, he threw the buzz-saw at the kaijin in the air.

The dragon felt the attack enter its body, like a hot knife through butter. He could barely notice a third mark appear on its chest before it happened.

Boom!

The red kaijin blew up in the air. Ultraman brought him to a ready stance. The battle was over.

The dust of the explosion began to clear up, a small figure fell out of it and hit the ground.

Letting his wings catch the air he walked up to what had fallen out of the remains. It was a red dragon, one that wasn't even the size of his foot. It was the same dragon that had became the dragon kaijin. It was now sleeping peaceful.

"Shame!" Kizuna looked at his hand. "I guess I'm really not the strongest." the words of his teacher echoed through his head. He looked down back to the sleeping dragon.

"We must always fight against evil." He repeated to himself. "Always be sure that evil is gone!" the rules of being a hero of light rang through his mind. He looked at the dragon, he had to make sure. He lifted his foot. He brought it down on…

"NO!"

Kizuna's foot stopped just right before the sleeping dragon.

"Don't hurt him…"

The yellow giant brought his foot back to where it was. He started taking a few feet back. The voice was ringing in his mind.

"Please…"

He grabbed hold of the side of his head. He began to stumble back away from the red dragon. He could feel the wings begin to retract into his shoulder blades.

"Thank you!"

The color faded from his body, he returned to being silver. The light on his chest turned from yellow to red as it began to beep again. He was stumbling everywhere, he needed to get out of there.

With a swift grunt the silver warrior began to disappear in the sun light. He left the battle field, he left the sleeping dragon, he left the ponies he saved.

* * *

><p>"Well, um, that sure was… something." Applejack said, turning back to others. Each of them had the same confusing look she had on her face.<p>

"Um, yeah!" Twilight agreed. She had no explanation for what had just happened.

"Well I don't know about you girls," The white unicorn tried to change the subject. "But when that giant turned yellow, it was very beautiful." Rarity imagined making an outfit like that, it would be very pretty. "It had a nice glow about it." she smiled, the memory of the warmth it gave.

"Yeah that was pretty awesome!" Rainbow Dash said. "I mean about the fighting, not the pretty." she quickly said.

"Ah think we should go find Fluttershy." The apple bucker said, realizing their missing friend. It was weird, why did she forget that one of their friends wasn't there.

"Oh, don't worry about it!" Pinkie Pie piped up, causing all ponies to look at her. "I'm sure she back at her house, we got our help after all." She smiled at her friends.

"Um, Right!" AJ smiled at the bubbly pony. Something didn't feel right about that pony.

"I think it will be best that if I contact Princess Celestia." Twilight said, she needed to see if her teacher knew of what was happening.

"Alright then," Dash smiled. "I'm going to go check on Fluttershy!" she said, about ready to take off.

"Ah'll come with yawl." The apple bucker said.

"Well I need to check up on Sweetie Belle." Rarity apologized, she really needed to check in with her sister.

"Okay everypony!" Twilight said catching everypony's attention. "Lets all meet up later."

"Okay!" all ponies went off to their destinations.

Pinkie Pie just bounced along to wherever she was going, just humming a happy tune.

* * *

><p>The door to the little ground house swung open. Her breathing was heavy, she was at a lost of balance. She stumbled into her living area crashing into a lampshade, hoping to find a wall to lean against. This caught the attention of a small little rabbit.<p>

"I'm sorry… Angel," She found a wall, looking down at her little friend. "Do you think… you can, take care of the animals for awhile." the usual arrogant rabbit was worried about the Pegasi, he just nodded. "Thank you!" She smiled, watching the rabbit running off.

Fluttershy's body was tired. It was mid-afternoon and she was tired. All she could remember was running, running and a voice. A warm voice. She wanted to go to bed, just to sleep off whatever she felt.

The door to her room swung open, she smiled as she saw the bed. With uncomfortable steps, she tried to make her way to that soft haven. She placed her hoof on the bed, it was soft. She crawled into bed. Hoping to fall asleep.

She took one last glance around the room before she closed her eyes.

Her eyes sprung open, her sight locked onto her mirror.

The mirror was placed right across the room at bed level. In the reflection she could still see the bed itself in the mirror. She did not see her reflection in the mirror, instead she saw a face. A silver face in the mirror.

"I think its time to talk…"

The yellow Pegasi fainted.

* * *

><p>Side note. I can't describe what this ultra look like. Its difficult, for some reason, to describe ultras. So lets just say he looks like Nexus.<p> 


	4. Chapter 4

The Ultimate Mare chapter 4.

* * *

><p>The sound of birds began to fill the fresh morning air, the smell of morning dew began to seep into the house. A yellow Pegasi that was tucked in her bed began to stir. With eyes beginning to take in the light, she raised her self into a sitting position. Taking in the setting she let out a soft smile. Her animals had gathered into her room, looking onward.<p>

The smile on her face faded, replaced by fear as her eyes traveled to the center of the room. Her little critters weren't even looking into her direction.

There it was, blended into the light, an image was sitting there a hand held out to a bird that was flapping over it. It was a silver being with yellow and blue accents across its body. It was sitting staring at the animals around him with his large, unmoving, but yet warm eyes. Fluttershy jumped, the eyes of the silver face turn to her.

"Good morning." Fluttershy leapt back under the covers.

A few seconds had gone by before the yellow Pegasi dared to peak out from under her blanket. The being was still sitting there, watching her crawl from under the sheet. "W-wh-who are you?" she squeaked, just barely audible.

"My name is Kizuna," the silver man answered in a peaceful tone. "Ultraman Kizuna."

"U-Ultraman?" The yellow head peaked out further.

"Yes, I come from a million miles away. From a distant planet in another galaxy."

"What?" This was a little too much for her to take in. "Um… What a-are you doing here?" Fluttershy asked the alien in front of her. "That is… if you don't mind, that is."

"Its fine, you should know why…" Kizuna leaned back, recalling all the memories. There were no need for lie to this little pony. "It was a few weeks ago, back on…"

* * *

><p>It was a few weeks ago back on Nebula planet M78, the Planet of Light. Many Ultras were about that day, off in all directions. The crystal buildings glistened in the light, their height making even the Ultras seem of regular size. The artificial light that fueled the planet seemed to shine even brighter that day. It was a truly a day of celebration.<p>

Graduation day were coming up in the Ultra academy. A school where young giants were taught to fight for the light. A school where they were taught how to face off against even the strongest of kaijins. To many, it was coming to their final days. To many, they were going to become full fledge heroes to combat the evil in the universe. All were excited for it to arrive. For one such Ultra, one was more excited then the others.

Kizuna was truly thrilled about the upcoming event, maybe a little too excited. He kept his quiet as he made his way past the guards. In the hall of Ultra, common Ultras were never allowed unless of certain events. Though being what he was, Kizuna knew of all the good spots to sneak around.

The meeting for who was going to pass and who wasn't was being held. He needed to know if he was going to make it this year, or not.

"Here he comes!" The young Ultra quickly hid his body making himself scarce. Peaking around the corner his eyes glew brighter at the sight. Many Ultras were gathered around the table in the middle of the room, many of which were legends of the planet of light. What really caught the silver man's eyes wasn't who was standing around, but what was coming from above.

A ball of shinning light was descending from the ceiling. A figure began to form as it drew closer to the floor . All the silver warriors stood around watching the man descend upon them.

"Welcome King!" one of the warriors bowed as the robbed warrior made touchdown. Many Ultras followed suit, each one bowing down to their royalty. Kizuna was in awe as it seemed every part of the room seemed to reflect the king's light.

"Thank you, Ken!" The king flicked his robe as he made his way to the head of the meeting table. "Now, Let us begin…"

…

"Have we all come to an agreement, then?" The horned ultra said looking about the room. "All in favor?" Ken asked once more.

"AYE!"

"All appose?" the room fell quiet, but only long enough for recognition. "All right. Let's move on to the next agenda on the list."

Nearly a couple of hours had gone by, Kizuna was beginning to feel it all in his knees. He had stayed in this one spot, listening to everything that was talked about. His ears burned at the moment they moved onto a new subject, anticipating for what it would be.

"Let us now begin our decision on the upcoming academia graduation!" if he had exterior ears, Kizuna's would of perked up. "Has all preparations been finished?" King's eyes traveled down the table.

"Yes!"

"What about the graduates." The god of ultra took on a serious tone as he laid his chin on his crossed hand. The Ultra behind the wall began to lean in closer, his grasp on the corner tightened. "Taro?"

"Yes sir," The red suited man stood up from his chair. "We have all came to the conclusion that all the young warriors shall graduate this year." Kizuna's eyes glew brighter.

"All save for one." Taro cleared his throat, the light in the eavesdropping Ultra's eyes grew dim. "One that goes by the of Kizuna." The said ultra could almost hear his heart, as it fell into the pit of his stomach.

"Kizuna is it," King rose its head as the information began to materialize in front of him. "This is definitely an interesting fellow!" he said, his eyes scanning through the article before him.

"Yes he is," another of the ultra brothers spoke up. "He is one of the strongest amongst his peers." Ultraman Jack commented.

"When it comes to his studies," Taro continued. "He stands on the top of most."

"It seems he was even taken in by Zero, before he left." The God ultra said, his eyes reaching another red body ultra. "Is this correct Sevens?"

"Yes sir." The father of Zero answered.

"But he is missing something, something very important." Ace quickly brought up.

"That is why we have come to agreement that Kizuna shall not pass this year." The first silver man to protect earth spoke up.

Ultraman King took one last final look over the documents that floated in front of his face. "I agree as well," he tore his gaze away from the dissipating glistens that once held the young Ultra's information. "Kizuna shall be the only one, that shall not pass?"

"AYE!" from every single hero.

"Good, lets continue to the next subject at hand."

Kizuna was devastated, he could feel the door of his future slamming in his face one more. His grip on the corner began to tighten as he remembered everything that had happen. Five years, five years had he failed. He had study and pushed himself to the limit just to get this far, for nothing.

Other Ultras, even ones who he thought were less deserving then him, had already left for their own stories. Many of which had already returned and told of their heroic deeds from across the galaxies. Not Kizuna, this was the sixth time he had failed. What was he missing?

"Zero, I've come to you once more. Take me under your teachings!" "No, you are not ready!" He was even capable of getting Zero, son of the legendary Ultra Sevens, to train him. For months he had been put through a rigorous training method by possibly the strongest Ultra on the planet. Even then, he failed to graduate. He wanted to be the hero he needed to be. The hero he deserved to be.

"We have lost sight of it." Kizuna's attention returned to the meeting of Ultras, his grip on the corner piece still tight. "We last saw it heading to the Galaxy of Z-79 OmnaStar." the warrior "Hayata" finished.

"Z-79 OmnaStar? We've lost contact with that sector long ago." The robed king said, probably with a worried expression on his face. "This 'Meteorite' has already made its way through many galaxies. Its almost like it looking for something."

"You don't think…?" The large horned ultra spoke up.

"I do not know, Ken." The king sighed. "But it did come from 'There'." The room fell silent, Kizuna's eyes were glued to what King was saying.

"What is it that we should do?" Ultraman Ace asked.

"One of you in this room shall be assigned to the problem at hand." King answered, his voice unmoving. "Do you agree Ken?"

"As you say King." The father of Ultra nodded.

Kizuna had already taken off, this was the perfect time to prove himself to the others. He rushed off to prove that he truly deserved to bear the title of "The Hero of Light."

He left the room as he entered it, silent like the light that shines from the sun. What he didn't take into account was the corner of the crystal wall that he was gripping onto. The crack on the edge. The one that was caused by his grip of anticipation and anger. What he didn't notice was the chip in the wall.

A shard of crystal fell to the ground with a soft sound. A sound that wouldn't even cause an echo. A sound that wouldn't even catch the attention of even of an earth deer.

One of the Ultra's head turned back to the noise. His eyes began to scan the area around where the sound came from, there was no sign of life. Ultraman King returned his attention to the other Ultras in the room.

"The one that shall be assigned is…"

…

The silver man was standing there, the port was open. Laying in front of him was the platform where many legendary Ultras took flight from. From here Kizuna could see many others flying about during their day. This was the place where everything would begin.

"Lets go!" Kizuna broke off into a run, racing to the edge. It was that final footing at the end that where he took off to the sky. He took off away from the planet of light to prove himself.

* * *

><p>"…Then after that, I followed the meteorite here. To your planet…" The Ultra in the light's eyes returned to the small Pegasi.<p>

Fluttershy was sitting there with a black expression. She had no idea what to make of the story. A planet filled with beings just like the one sitting in front of her, how could any pony believe that. Though there he was, looking right at her, there was no other possible way on Equestria.

"…and that is how I came to you. And how you came to me." Kizuna finished.

"Wait, what do you mean by that?" her mind snapping back to attention, the butterfly marked pony looked back at the silver man in the light.

"So you don't remember yesterday." Kizuna's gaze met the young filly's gaze. His large silver hand lifted to the Pegasus's face.

Fluttershy jumped back at the sudden movement. The see through hand just stopped inches away from her face. Her chest becoming heavy with each breath she held. Her head was thrown back, a flash of light erupted from those finger tips in front of her face, her vision was swept away.

Everything from the day before began to flash back into her mind. Mr. Dragon, being sick from an unknown illness, changing into some hideous creature. Her heart pumping watching two of her friends fall while protecting her. She ran away scared for her life, leaving her friends to fight the dragon. She ran, she ran until she couldn't run anymore. Until she heard a voice, it was this "Ultraman's" voice. She remembered being enveloped by a white light.

The memories did not stop there. She could remember the sound of a quiet pumping heart, so warm and peaceful. Was it her Heart? She remembered seeing the mutated Dragon, it was fighting someone. It was fighting her. She remembered the dragon about to fire a blast at her friends. "Twilight?" The Pegasi remembered being engulfed in a light. It was a warm light…

Fluttershy's head drooped down back into place, her hair covering her face. Dark circles on the bed sheet began to form, tears began to flow from the Pegasus's eyes. She remembered everything from the day before.

"W-why did you…?" She tried to speak, but the tears were affecting her voice.

"Cause you asked me to." Kizuna answered, letting the little creature cry. "You wanted to protect your friends. Doing that was a sim-"

"No…" The silver man looked down at the Pegasi with a confused look. "That's not what I mean."

"What?"

"Why did you do it?" Fluttershy's head snapped up, looking at Kizuna in the face. "Why did you do that to him? Why did you have to harm Mr. Dragon!" tears were streaming down her cheeks.

"If I didn't, then your friends…" the ultra was taken back by this sudden reaction.

"But you took it to far…" the thought of her taking the dragon's life was causing her pain.

"If I didn't, then your friends…" he tried to repeat himself, a little louder this time.

"YOU were going to take away someone else's life!" She stomped her hooves on to her mattress, her voice cracking up through her tears. "No matter how you look at it, its wrong. Taking away another's life is even worse…"

"IF I DIDN'T EVERYONE WOULD OF DIED!" the room fell silent, the young mare looked up tears still flooding her eyes.

"Darkness will never disappear in the world." Kizuna said, his tone returning to normal. "If you do not fight it, no one will survive. The light of life will disappear." the words from his studies came to his mind.

"Why…" Fluttershy was having a real hard time taking this all in, her heart and lungs were pumping like her life depended on it. "Then W-why… Why did I have to be the one?" It wasn't fair, There were so many other candidates. "Why did I have to fight?"

"Because I cannot exist too long externally outside." The man in the light answered. "My body can not live in your sun's presence for long, I need your body"

"Why does it have to be me? Anypony else would of been so much better!" She didn't want to force this on anyone else, but it was the truth, and she knew it.

"Because I chose you!"

"Why DID you choose me?"

The room fell silent, the silver face just staring blankly. Fluttershy eyes flashed widely looking into Kizuna's lights.

"Wait," fear began to rise into her voice. "W-Why d-did you choose me?"

The Ultraman didn't answer. He couldn't answer such a question. It was a truth nobody wanted to know.

More memories began to flood back into her mind. It was memories that she had forgotten, the memories of the day she fainted.

She had left her hut with Rainbow Dash to meet the others, only to be separated from her. No, she wasn't separated. She left the rainbow marked pony herself. She remembered helping injured animals, even a bird nest. What she remembered last was a ball of light that was falling. Heading towards her. She could remember the warmth as it slid into her back. Seeing the faces of the chirping birds that she had saved was the last memory she had. It then went into a bright light.

The yellow Pegasus' face was tilted back, her eyes glued to the ceiling above them. The memories were overwhelming her. Just the thought of it was doing such damage to her emotions. She didn't know what or how to feel, she just let the tears drip down her cheeks.

"D-did I…" she couldn't even finish the thought.

Silence fell between them, the sound of tears echoed through the room. All animals stood looking at their caretaker.

"D-did I…" she looked at the silver man in the light. Her eyes were red, her face stained with tears.

"Yes," Kizuna turned his face away from the broken eyes. "You died that day. It was my fault." He could hear the mare moving, it was too much for her.

The young Pegasi was squeezing her face into her covers, trying to suffocate the screams she was letting out. All her animals were standing around her, all with a worried expression on their faces. The filly always had some form of grace to what ever she did, no matter the case. This was not one of those moments.

She began to throw her body all over the pallet, releasing a scream each time she took in air. How could she be dead? She was alive right now. Wasn't she? Her little Angel could only sit on the floor and watch her, he had no idea how to help. She released another scream, one that felt that came from the pit of her stomach.

…

Its been nearly an hour, Fluttershy's tears continued to flow. She had her head buried in the pillow.

Kizuna didn't know what to do. This was his first time experiencing a situation like this. Did other Ultras go through this? He lifted his hand to touch the little Pegasi. He wanted to wipe away her tears and tell her it was okay. His hand reached to remove the pink hair that covered her face.

His hand fell right through her hair, through her chin. The silver man, no matter how much he wanted to, would not be able to reassure her with his body. His body that was also her body. He just sat there listening to her sniffles.

The yellow Pegasus' body began to curl up into her pillow. Fluttershy had nothing left to give, there wasn't anything to give that she was suppose to still have. She just wanted to lay there, maybe her body will dissolve. Maybe she will dissolve and rest in peace, she could even be used to feed her plants. No pony would miss her. Some pony may miss Fluttershy, but now the pony named Fluttershy was dead.

What about her friends?

"Young Pegasi," Fluttershy ears perked up as her head began to slowly lift to the afternoon light. She was surprised, her head lifted even higher. The alien that was calling himself "Ultraman" was no longer sitting on the ground before her. He was standing straight up, his head nearly touching her ceiling. She watched as the light reflected off his body and glisten in front of her.

"Look at this," Kizuna turned as he started to walk to the rooms little window, the mare's eyes just watching him. "Take a look outside." stop just a bit before the open window.

"What do *sniff* you mean?" Fluttershy began to rub her red eyes, looking at the man.

"When the sun rises, do you know what that means?" He asked in a soft tone. The sound of the yellow Pegasi shuffling to see the man could be heard. "Well do you?"

Fluttershy didn't know what he was talking about, she brought her self closer to the edge of her bed.

"When the sun rises, it means that the night hasn't fully taken over." He said, keeping his gaze out side. "It means the light will always have the chance to overcome the darkness of night." He could hear a hoof from behind touch the ground.

"I don't understand." Fluttershy began to take small steps off her bed as she walked around her animals. Her animals looked relieved.

"It means that chances can always given, even when there are no more chances to give." He reached his hand out to catch the breeze of the wind, all he received was a leaf falling through his arm. "My race was given a second chance, and we overcame that darkness." he turned his head slightly to look at the Pegasi.

"And now, so do you!"

"I'm kind of confused." Fluttershy looked up at the man, he gave a soft chuckle.

"As long as I am in your body, your body and soul are staying connected," His eyes traveled down the road from the little hut. "Soon your body and soul will be one once more," he could see the smile that started spreading across the young creature's face in the corner of his eye. "You will be alive once more."

"Really?" she smiled, perching her front hooves on to the window seal.

"Yes," he looked back down at the yellow Pegasi. "And until then, I ask you. Will you please fight with me." he took on a slightly more serious tone.

"I d-don't think I can!" she said, looking down at a rock in her garden below. "I can't take another life."

"But you lost yours." Kizuna brought up the situation. The butterfly marked pony looked at him with a confused look.

"I…I …" Fluttershy didn't know how to respond to that.

"You should know how terrible it feels to lose your life."

"I d-don't know."

"Take a look out there." The Ultra pointed out to the path towards Ponyville. "Do you see that!" The Pegasus' eyes followed the finger toward the direction it was pointing at. Her face broke into a smile as she saw five figures heading to her little hut.

"My friends," She was happy, her friends were coming to see her.

"Do you want your friends to experience it," Kizuna said in a soft tone, the pink mane pony looked back at the silver man. "Losing the one thing that is known as the greatest gift one could give." he continued. "Trust me, second chances on those are not always given to everyone."

"Well… I"

"Will you protect that gift, the gift that was given to you again." he asked the Pegasi.

Fluttershy looked back to the friends that were coming from Ponyville and back to Kizuna, then back to her friends again. "Fine…" she said with her normal tone. "I- I'll do it."

"I thank you, I know you will be…"

"But," She said looking back at the man in the light. "I don't want to take away another's 'Gift.'" he face became serious, this was the only way she would take the silver man's offer.

"I understand." Kizuna looked back outside, his voice returning to its soft tone. "We will see about that. Hopefully it will never come to that."

"Thank you." Fluttershy gave a soft smile through her pink mane. "That is all I ask for."

Silence fell between the two companions as they both enjoyed the light that shined through the window.

"Fluttershy!" The yellow Pegasus' ears perked as she looked back outside. Her friends had now broken into a gallop to her cottage. Fluttershy gave a smile as she saw them, they were her friends. After a second a worried look took over her face as she looked up to the Ultraman.

"Do not worry." Kizuna said, looking out to the ponies that made their way to their friend. "No one other then you can see, hear, nor sense me." he said turning his body, his back to the window. "Well, maybe except these animals." Kizuna's eyes scanned the room; birds, squirrels, rabbits, and chipmunks were all staring at the both of them.

Fluttershy couldn't help let out a little giggle at the sight.

"Now go, your friends are waiting." he said holding out his hand to the door. The yellow Pegasi nodded as she walked to the door. She reached for the door knob only to stop before grasping it.

"My name is Fluttershy!" She turned her head back to the silver man.

" 'Fluttershy', I'll be sure to remember that." Kizuna nodded, watching the little Pegasi leave the room. He turned his head back to the ponies that were walking up to the door of the little ground cottage.

…

"HEY THERE FLUTTERSHY!" The pink pony was the first speak up as she saw their friend opening her door.

"Hey," she looked about the group to see that all five of her friends appeared.

"Well Sugar Cube, yawl sure missed something yesterday." Applejack said, happy to see her friend alright.

"R-really! I-I'm sorry, I was so scared. I started running to get help, but I just ran away instead." Fluttershy apologized. "I'm v-very sorry."

"Do not worry about it darling, I will admit it, it was a very terrifying situation indeed." the white unicorn spoke up. "We do not blame you at all, Fluttershy." Rarity gave a generous smile to her friend.

"Thanks."

"But you should have been there Fluttershy!" The blue Pegasi began buzzing around her friend. "Another creature came out of nowhere and started a big fight with the dragon." Rainbow Dash began retelling story, filling her Pegasi friend in on what happened from their point of view.

"Really!" Fluttershy tried to give a great expression. "I-I'm sorry I missed it."

"Of course I could of taken them both on." Dash nodded to herself in agreement.

"What happened to Mr. Dragon?" Fluttershy may have been afraid of them, but she truly cared about all animals. Even those that scared her to death.

"He is doing fine Fluttershy." Twilight answered. "I had spoken with Princess Celestia, she said that she sent a group of Pegasus to take care of the area." The purple unicorn continued. "One of the things they reported was that the dragon was awake and was back to his old self. He doesn't remember anything that happened while he was that monster."

"That's good." The yellow Pegasi let out a small smile. The memory of the agonizing transformation began to replay in her mind. There was no need to remember that, he was alright now. She continued to smile as her eyes traveled upward.

Flying high above, her companion was floating above her. His eyes were watching them, making sure they were to be safe. She couldn't help but to let out a smile as she saw the sunlight that passed through Kizuna's body.

"Fluttershy, are you okay?" the yellow Pegasi lowered her head down as she saw the Pinkie Pie looking at her. Pinkie Pie had her usual Pinkie keen face on.

"Oh, its nothing." Fluttershy let out a little giggle. "I was just thinking it was a beautiful day today." as she said that all ponies looked up to the sky. The yellow Pegasi decided, there was no reason to tell them. There was no need to have them to worry for her. She loved her friends deeply.

"Well, I believe yawl are right." The apple bucker lowered her head to her Pegasi friend. "It is a pretty day."

"Yeah!" Dash agreed.

"Indeed it is very beautiful out."

"Come on girls." Fluttershy said, she walked by friends looking back. The others didn't give any kind of resistance. They followed their friend back down the road to Ponyville.

They were going of to enjoy this day. This new, beautiful day.

* * *

><p>The Evergreen forest was a dangerous place, with dangerous creatures. Many of these creatures desired to make meals out of ponies. They hunger for that pony meat.<p>

One creature in particular was looking on the outskirts of the trees, just looking at the small town of tasty morsels. He was hungry, he wanted to eat everyone of those delectable creatures. He would start off with the young ones, licking his teeth after each bite. Move on to the colts next, the thicker meat filling his stomach. The last would be the mares, they would make a nice after dinner treat.

There was only one problem. There was the one problem called the sun. The one that controls the sun would never allow him to taste that pony meat. He was not the strongest creature in the forest, he knew it. he wouldn't stand a chance against Celestia.

D-drip… D-drop…

The manticore turned it's head around, it was surprised at what it was looking. When he came to this spot there wasn't a single puddle of water around to be found. That wasn't what he was looking at.

Behind him laid a small spring, a spring as clear as the sky above. He could look into it from there, but what he saw was nothing. The Manticore could see bubble coming from wherever they came from. Each bubble giving a dripping sound as it reached the surface. The black like colored surface.

The monster of the forest got curious, it walked over to the spring. He looked into the water, his reflection looking back at him. The bubbles rippling the details of his body.

The spring leapt at him.

* * *

><p>Kizuna watched from a safe distance, the 6 mares were hanging out in such a beautiful day as it was. He tried to keep out of his partner's sight, but every now and then the yellow Pegasi would give him a smile. He couldn't help but to bright up around her.<p>

"A couple of lies aren't so bad." he continued his gaze on the mares.

* * *

><p>Since many shows like Ultraman don't always give names to the forms they take in the show. The yellow form shall be called "Kizuna Light Form."<p> 


End file.
